WHREAS, MSTC is
acting as an agent for the purpose of disposal/sale/booking/procurement of
various commodities;

And

WHEREAS,
MSTC values full compliance with all relevant laws and regulations, and the
principles of economical use of resources, and of fairness and transparency in
its relations with its Principals.

In pursuance, thereto, the following clauses of the Integrity Pact will be applicable
and this document shall be deemed to be an integral part of the Agency
Agreement between us.

In
order to achieve this goal, MSTC may seek cooperation of the renowned
international Non-Governmental Organization "Transparency International" (TI).Following TI's national and international experience, MSTC may appoint an external
independent Monitor who will monitor the
tender/auction/e-auction/e-sale/e-booking process and the execution of the
contract for compliance with the principles mentioned above.

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Section
- 1 Commitments of MSTC

MSTC commits
itself to take all measures necessary to prevent corruption and to observe the
following principles :-

a)No
employee of MSTC, personally or through family members, will in connection with
the tender for, or the execution of a contract demand, take a promise for or
accept, for him/herself or third person, any material or immaterial benefit
which he/she is not legally entitled to.

b)MSTC
will,during thetender/auction/e-auction/e-sale/e-booking process, provide to all Buyer(s)/Vendor(s) the
same information and will not provide to any Buyer/Vendor
confidential/additional information through which the Buyer/Vendor could obtain
an advantage in relation to the tender/auction/e-auction/e-sale/e-booking
process or the contract execution.

c)MSTC
will exclude from the process all known prejudiced persons.

If MSTC obtains
information on the conduct of any of its employees which is a criminal offence
under the relevant Anti-Corruption Laws of India, or if there be a substantive
suspicion in this regard, MSTC will inform its Vigilance Office and in addition
can initiate disciplinary actions.

Section
- 2 Commitments of the Buyer/Vendor

The
Buyer/Vendor commits himself to take all measures necessary to prevent
corruption.He commits himself to
observe the following principles during his participation in the
tender/auction/e-auction/e-sale/e-booking/e-procurement process and during the
contract execution.

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i)The Buyer/Vendor will not, directly or through any other person or
firm, offer, promise or give to MSTC, to any of MSTC's employees involved in
the tender/auction/e-auction/e-sale/e-booking process or the execution of the
contract or any third person any material or immaterial benefit which he/she is
not legally entitled to, in order to obtain in exchange an advantage during the
tender process or the execution of the contract.

ii)The Buyer/Vendor will not enter with other Buyer(s) into any illegal
agreement or understanding, whether formal or informal.This
applies in particular to prices, specifications, certifications, subsidiary
contracts, submission or non-submission of bids or actions to restrict
competitiveness.

iii)The Buyer/Vendor will not commit any criminal offence under the
relevant Anti-Corruption Laws of India; further the Buyer/Vendor will not use
improperly, for purposes of competition or personal gain, or pass on to others,
any information provided by MSTC as part of the business relationship,
regarding plans technical proposals and business details, including information
contained or transmitted electronically.

iv)The Buyer/Vendor will, when presenting his bid, disclose any and all
payments he has made, is committed to or intends to make to agents, brokers or
any other intermediaries in connection with the award of the contract.

v)The Buyer/Vendor will not instigate third persons to commit offences
outlined above or be an accessory to such offences.

If the Buyer,
before contract award, has committed a serious transgression through a
violation of Section 2 above or in any other form such as to put his
reliability or credibility as Buyer into question, MSTC is entitled to
disqualify the Buyer from the tender/auction/e-auction/e-sale/e-booking process
or to terminate the contract, if already signed, for such reason.

i)If the Buyer/Vendor has committed a serious transgression through a
violation of Section 2 above such as to put his reliability or credibility into
question, MSTC is entitled also to exclude the Buyer/Vendor from future
contract award processes.The
imposition and duration of the exclusion will be determined by the severity of
the transgression.The severity will be determined by the circumstances of the case, in particular the
number of transgressions, the position of the transgressors within the company
hierarchy of the Buyer and the amount of the damage.The
exclusion will be imposed for a minimum of 6 months and maximum of 3 years.

ii)If the Buyer/Vendor can prove that he has restored/recouped the damage
caused by him and has installed a suitable corruption prevention system, MSTC
may revoke the exclusion prematurely.

iii)A transgression is considered to have occurred if in light of available
evidence no reasonable doubt is possible.

Section
- 4Compensation for Damages

1.If
MSTC has disqualified the Buyer from the
tender/auction/e-auction/e-sale/e-booking process prior to the award according
to Section 3 above, MSTC is

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entitled
to demand from the Buyer liquidated damages equivalent to 3% of the value of
the offer.

2.If MSTC has terminated the contract according to Section 3, or if MSTC
is entitled to terminate the contract according to Section 3, MSTC shall be
entitled to demand from the Vendor liquidated damages equivalent to 5% of the
contract value.

3.If the Buyer/Vendor can prove that the exclusion of the Buyer from the
tender/auction/e-auction/e-sale/e-booking process or the termination of the
contract after the contract award has caused no damage or less damage than the
amount of the liquidated damages, the Buyer/Vendor has to compensate only the
damage in the amount proved.If
MSTC can prove that the amount of the damage caused by the disqualification of
the Buyer before contract award or the termination of the contract after
contract award is higher than the amount of the liquidated damages, it is
entitled to claim compensation for the higher amount of damages.

Section
- 5 Previous Transgression

1.The Buyer declares that no previous transgressions occurred in the last
3 years with any other company in any country conforming to the TI approach or
with any other Public Sector Enterprise in
Indiathat could justify his exclusion from the tender process.

2.If the Buyer makes incorrect statement on this subject, he can be
disqualified from the tender process or the contract, if already awarded, can
be terminated for such reason.

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Section
- 6Equal treatment of all
Buyer(s)/Vendor(s)

1.The Buyer/Vendor undertakes to demand from all subcontractor(s) a
commitment consistent with this Integrity Pact, and to submit it to MSTC before
contract signing.

2.MSTC will enter into agreements with identical conditions as this one
with all Buyer(s), Vendor(s).

3.MSTC will disqualify from the tender process all Buyer(s) who do not
sign this Pact or violate its provisions.

Section
- 7Criminal Charges against
violating Buyer(s)/Vendor(s)

If
MSTC obtains knowledge of conduct of a Buyer, Vendor or of an employee or a
representative or an associate of a Buyer, Vendor which constitutes corruption,
or if MSTC has substantive suspicion in this regard, MSTC will inform the
Vigilance Office.

Section
- 8 External Independent Monitor

1.MSTC may appoint competent and credible External Independent Monitor
for this Pact.In such case the
task of the Monitor is to review independently and objectively, whether and to
what extent the parties comply with the obligations under this agreement.

2.The Monitor is not subject to instructions by the representatives of
the parties and performs his functions neutrally and independently.He reports to the Chairperson of the Board of MSTC.

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3.The Monitor has the right of access without restriction to all Project
documentation of MSTC.The Vendor
will also grant the Monitor, upon his request and demonstration of a valid
interest, unlimited access to his project documentation. The Monitor is under
contractual obligation to treat the information and documents of the
Buyer/Vendor with confidentiality.

4.MSTC will provide to the Monitor sufficient information about all
meetings among the parties related to the project provided as meetings could
have an impact on the contractual relations between MSTC and the Vendor.The
parties offer to the Monitor the option to participate in such meetings.

5.As soon as the Monitor notices, or believes to notice, a violation of
this agreement, he will so inform the Management of MSTC and request the
Management to discontinue or heal the violation, or to take other relevant
action.The Monitor can in this regard subject non-binding recommendations.Beyond
this, the Monitor has no right to demand from the parties that they act in a
specific manner, refrain from action or tolerate action.

6.The Monitor will regularly submit a written report to the Chairperson
of the Board of MSTC and, should the occasion arise, submit proposals for
correcting problematic situations.

7.If the Monitor has reported to the Chairperson of the Board a
substantiated suspicion of an offence under relevant Anti-Corruption Laws of
India, and the Chairperson has not within reasonable time, taken visible action
to proceed against such offence or reported it to the Vigilance Office, the
Monitor may also transmit this information directly to the Central Vigilance
Commissioner, Government of India.

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Section
- 9 Pact Duration

This
Pact begins when both parties have legally signed it.It
expires for the Vendor 12 months after the last payment under the respective
contract, and for all other Buyers' 6 months after the contract has been
awarded.

Section
- 10Other Provisions

1.This agreement is subject to Indian Law.Place
of performance and jurisdiction is the Corporate Office of MSTC.

2.Changes and supplements as well as termination notices need to be made
in writing.Side agreements have
not been made.

3.If the Vendor is a partnership or a consortium, this agreement must be
signed by all partners or consortium members.

4.Should
one or several provisions of this agreement turn out to be invalid, the

remainder
of this agreement remains valid.In
this case, the parties will strive to come to an agreement to their original
intentions.